Fluttershy and The Mask
by Phantom Fan 21
Summary: Fluttershy is the Kindness pony you ever met. But once she finds a mask, She not the mare she seems. Base off the movie.
1. Chapter 1

**Fluttershy and The Mask**

**Phantom Fan 21: **Base off the movie and a few ideas of my own. Fluttershy, the most caring Pegasus you know and love by all animals and has five friends. She's also the Element of Kindness. But deep down inside her, Fluttershy wish she wasn't so shy. But when she finds a mask she not the mare you know anymore.

* * *

Ponyville, Home to the Mane Six, the bearers of the Elements of Harmony. Twilight Sparkle, Rarity, Rainbow Dash, AppleJack, Pinkie Pie, and Fluttershy. But this story is not about all of them. It about Fluttershy's wild nights with one simple mask.

* * *

A group of workers was busy in a dig site the was met to be use for a new house. A few Workers sat during break and talk about their day.

"Hey did ya hear? A new Club is opening up at Ponyville and anypony, rich or not, can enter." One worker said.

"Yeah! Heard it can Colt Filly Rich, where the place claim it fill with tons of bits." Another said.

"I heard it ran by two griffons." A third worker said.

They started to talk more about it when they heard, "LAND SLIDE!" and ran from their spot. A huge cliff sudden broke off and started moving down on to the workers site. All workers made it safely out of the way but no of them saw a green mask roll down the cliff and into the river close by. It floated down the river heading straight for Ponyville.

* * *

Fluttershy was busy taking care of her animals. She loves animals and they love her in return. Fluttershy just finish making the animals food and bought it to them.

"Here you go my animal friends. Eat up." Fluttershy smile.

She was use to this. However Fluttershy was different the most ponies. Being a Pegasus, she could fly, but she was very shy and easily scare. In fact she jump when she hear a knock on her door. Taking a breath to clam herself, she when to the door and open it seeing her friend Pinkie Pie jumping up and down.

"Um...Hi Pinkie?" Fluttershy said wondering why her friend was so happy.

"Oh! Hi Fluttershy, did you hear? There a new club call the Colt Filly Rich opening tonight that lets anypony in no matter who they are." Pinkie said in one breath.

"A Club?", Fluttershy ask, "What kind of Club?"

"To tell the truth, I'm not sure but it sound like fun and I already invite the others to come and see what it is and they said yes. And now I'm here to see if you want to come and do you what to come?" Pinkie said in one breath again.

"Um, sure. I guess it wouldn't hurt to see what it is." Fluttershy said.

"Ok, I'll let the others know you're coming." Pinkie said and hop away.

Fluttershy smile, That was Pinkie being Pinkie. She close the door and thought on how she was going to be ready.

* * *

A griffin stood in front of window and look over Ponyville. He watch as Ponies went on their daily lives.

"Look at them. They don't know that this is just a step up to rob their bank." Another Griffin said as he step closer to the first.

"Maybe, but remember, There must be no connection between us." The first said.

"Sure thing Griff." The other one said and started to walk off.

"Slaw.", Griff said stopping the other griffin, "This is your last chance."

"Yes, Griff." Slaw said and left the room.

"This is your last chance.", he mock as he left the build, "Griff thinks he owns me. He doesn't. I'm running the Club while he just sitting on his chair and getting fat."

Slaw walk away and continue to talk to himself but did so no pony could hear him.

"One day thing will change and once I rob the bank, then I'll show him who boss." He said and stop at the Colt Filly Rich Club. The very same club he own.

One of the workers walk up and said, "Morning Slaw. How the meeting go?"

"Morning Cliff, it went as plan. You ready to rob the bank in a few days?" Slaw said the ask.

"Yeah, and the club ready to have it grand opening." Cliff said.

"Good, now get every thing ready and remember we are here to entertain ponies not scare them." Slaw said.

"Right...boss." Cliff said and walk inside.

Slaw smile, these next few days was going to be fun to say at lease.

* * *

Night time fell over Ponyville and the Club open. All of the Mane Six reach there and waited for the opening.

Fluttershy was carefully trying to get though the crowd to meet up with her friends. She spotted Rainbow Dash and flew over the rest of the way.

"Hey Fluttershy! Glad to see you made it." Rainbow said when she saw Fluttershy.

"There sure is a big crowd and I'm thinking this might be a bit of a party." Fluttershy said.

"Really? Cause if it is, then this is going to be great!" Pinkie pipe up.

"Now, now, Darling remember we are also here to check the place out." Rarity remind Pinkie.

"And report it to the Princess so she can know about it too." Twilight said.

"Hm, When do ya think they will open?" AppleJack ask.

"That no problem...Hey Cliff! Cliff! It me Pinkie Pie!" Pinkie said the call out to a griffin.

Cliff walk up to her, smiling and shook her hoof.

"Hey Pinkie! Here for the opening?" He ask.

"You bet! And I brought my friends too." Pinkie said.

"Well, come on in and enjoy yourselves." He said and let them pass.

Only five of them pass before he cut off Fluttershy.

"Um, I'm with them." Fluttershy said but Cliff turn away.

Twilight notice Fluttershy was behind the rope and undid it so Fluttershy can enter. Fluttershy walk up to her and smile. They both started to head in when Fluttershy was grab.

"Hey, you do cross the rope." Cliff said.

"It fine, She with me and Pinkie." Twilight said.

Slaw step out to see what was going on and saw Cliff holding a yellow pegasus and talking to a purple unicorn.

"She cross the rope. She must never cross the rope." He said.

"Hey Cliff, what's going on?" Slaw ask.

"This Pegasus cross the rope." Cliff said.

"She with me and my friends and your guard cut her off." Twilight said.

Slaw just look at Fluttershy and said, "Get rid of her."

Cliff started to carry Fluttershy away and Twilight ran after him. Once Cliff was away from the Club he threw Fluttershy in a trash can and walk away. Twilight ran up and help Fluttershy out.

"That was very rude. This is going in the note to Celestia." Twilight said talking a banana peel off of Fluttershy head.

"Guess you going to have fun without me." Fluttershy said.

"What? No Fluttershy, We never leave you out of the fun even if we try." Twilight told her.

"It fine Twilight, I'll see you later." Fluttershy said and flew off.

Twilight watch her go before deciding to get her friends, this Club is not what it seems.

* * *

Fluttershy flew until she reach a bridge over a river. She land and sign. If only she fought back, she doesn't like hurting other but what Twilight said was true, it was very rude. Try as she might she can never do anything to hurt others, that the kind-hearted pegasus she is. She even wish she could be like her friends instead of shy one. Fluttershy look over the river and saw something that look like a wound animal. Fluttershy panic when she saw it.

"Don't worry! I'll help you!" Fluttershy said and dove into the water.

She reach it but saw that it was just some cattails. She sign. She felt stupid to fall for that. As she turn her hoof rub against some that felt like wood. Fluttershy move the cattails and pick up a green wooden mask. It had a metal band coming down from the center of the top of it held in place by four bolts. They eyes and mouth were mostly rectangular, but they curved a little and the corners were rounded. As Fluttershy look at it, she could have sown she saw the mask glow when she flip it over. She started to rise it to her face as if she was in some kind of trace but was snap out of it when she heard her name.

"Fluttershy! What are you doing in the water?" Rainbow call out when she saw her.

"Um..."Fluttershy was lost. If she told her friends that she felt for a trick that wasn't set up by anypony, they'll thinks she's weird then remember she still had the mask.

"Just looking for my mask!" Fluttershy call back as a light shine over her.

Rainbow rise an eyebrow as she help Fluttershy out.

"Since when did you have a mask?" She ask.

"Since now?" Fluttershy said unsure.

Twilight spotted the Mask in Fluttershy hoof and look at it.

"Twilight told us what the meanie did to you. I thought Cliff was nicer then that." Pinkie said upset.

"Ya okay, Fluttershy?" AppleJack ask.

"Yeah, I just what to go home right now. It hasn't been a very good night for me." Fluttershy said.

"Will do Darling, We will send a letter to the princess about this night." Rarity said.

Fluttershy nods and flew off still holding on to the mask she had.

* * *

Fluttershy return home and set the mask on a draw as her animals friends ran up to her.

"Hello my animal friends, I know you would expect me much later but the guard of the same Club we went to, threw me out in a trash can." Fluttershy told them.

A mouse walk up to her and ask her way they did that.

"I don't know really. I guessing they didn't see me and I wasn't even hiding. Twilight help me out and I flew off to be alone." Fluttershy said.

Angel Bunny jump on the desk and look at the mask Fluttershy bought with her. Fluttershy turn and pick it up.

"I find this mask in the river mistaking it for a wound animal. I felt like a fool." She said and walk up to a mirror.

Fluttershy held the mask in front of her wondering what the mask was doing in the river.

"Sometimes I wish I wasn't a shy pony." Fluttershy said and lift the mask to her face.

For a spit second Fluttershy felt the mask try to shuck onto her face but she pull it away. The other animals saw it and was just as confuse as her. Fluttershy look at the mask and it glow again as if it was asking to been worn. Fluttershy started to lift the mask to her face and it jump out of her hooves and on to her face. The action case Fluttershy to jump back and as she felt the mask cover her head. The mask reach to the back and Fluttershy could felt that it was digging into her skull. She try to stop it but it was too much. She scream and started to spin like a tornado. All the animals ran and took cover as Fluttershy spin around the room knocking things over. The Yellow and pink tornado soon turn green and black as she stop.

Fluttershy look a lot different then she did before. Her yellow fur coat was now green and her pink mane and tail turn black. Her cutie mark disappear but she didn't seem worry about that. Her eyes remain the same as she smile really big that rivals Pinkie's.

"SSSSSSMOKIN!" She said, her voice had a lot more energy to it then before.

She move to the mirror so fast that no one was sure she move.

"It party time! P-A-R-T Why? Cause I gotta!" She said and started to walk to the door when she heard the animals coming out of their hiding places.

She turn to them and appear to talk in her normal voice.

"Now don't worry! I won't do anything to hurt you. After all I can see your very afraid and I'll let you get us to it and Angel..."Fluttershy said then turn to the rabbit, "Please be a dear and watch over the animals for me."

With that she walk out the door but it open back up and she peek in.

"AND BEHAVE!" She shouted before leaving.

Fluttershy walk though the Ponyville because it was night there was no pony out, they were ether asleep or at the new club. Fluttershy wanted to go there, but decide to take a walk around first. She never done this before and admit it was nice even if she was wearing the strange mask.

She then turn and saw the CMC's outside in the night. Her guess was they were looking for their cutie marks again. She turn to the readers and ask, "I'm guess you what me to go and make sure they don't get hurt, right?"

As if they can hear her, the screen moves as if it was nodding.

"Alright, alright! I won't leave them alone." Fluttershy said and she left up her hooves and move at speeds that no pony could dream of matching, not even Rainbow Dash.

The CMC's couldn't sleep and thought by looking for their cuties marks could wear them out. The past though an ally when Sweetie Belle spoke up.

"I don't think it will be a good idea to go though there." She said.

"Why? You scare?" Scootaloo tease.

"No! I just know that going down an alley at night is dangerous even looking for our cutie marks." Sweetie Belle said.

"Heh, heh, heh, what do we have here boys? Three little fillies out all alone." A voice spoke up that scare all three of them.

They watch as a group of Griffins step out from the shadows and surrounds them.

Before they could gang up on them a strange green and black tornado appear in the middle of them.

"Didn't ya momma teach you not to pick on small fillies?" It ask when it stop.

The CMC's look at the green mare. Though the mane and tail was black, they could have sown they seen that style before. The Mare look at the griffins and let a smile that show she had really white teeth.

"Heh, You know this is a change of plans. "We were going to use the three fillies to get any sisters they have and give us something nice for their return but you will do." The Leader said.

"Really?" Fluttershy as before moving up to them and placing her hoof around him as if they were best buddies.

"Listen, I don't know what fun you're talking about but I have question for you." She said before looking into the sky, "Do you seen and stars out tonight?"

The Griffin look up confuse at the question.

"No, I'm guessing the Pegasus must be late on clearing the sky." He said.

Whiling he was answering that Fluttershy pull a huge hammer out of her mane and hit him on the head, Hard. The CMC's stood there in shock to see stars around his head in a very cartoony matter.

"WELL YOU CAN NOW! HAHAHAHAHA!" Fluttershy laugh.

The other griffins started to rush at her but Fluttershy jump and grab the fillies and ran off with the Griffins and their leader, who recover, after them.

When they round the corner the stop as the saw Fluttershy and the three fillies dress like Film and Flam.

The CMC's were just as surprise. One minute they were carried off by the green pegasus and the next they were in some suits and acting like they ran a mini-stand.

"Hurry, Hurry! Step right up! No pony likes a sore loser." Fluttershy said.

When she saw that the Griffins didn't move, she shouted, "MOVE IT!" And they step closer.

"For my first trick." She said and pull out a balloon and started to blow it up and tie it.

She turn to the CMC's and pull out another balloon and did the same as the first one. She put them together and hand it to the first griffin.

"We have a hippo." She said.

The griffins were impressed on what she did.

"And for my next one.", Fluttershy said before pulling out a pop balloon, "Sorry one side of the mane."

That case them to laugh a little. However it remind the CMC's of a friend they knew.

Fluttershy pull another balloon and blew it up and tie it. To their surprise it look like a crossbow, what surprise them more that it turn into a real Crossbow!

"A Crossbow with unlimited arrows!" Fluttershy grin.

The Griffins quickly ran as Fluttershy fire arrow after arrow without her reloading it. Once the Griffins were gone Fluttershy threw the Crossbow away and jump in front of the three.

"Now you better learn that it never safe to out at night. Make sure you have an adult with you, Darlings." She said.

What she said surprise all three of them. It almost sound like their sisters/idol was talking and not this green mare.

"We did, but who are ya?" Apple Bloom ask.

"Hm, that a good question but I got to run!" Fluttershy said and ran off with the word "SMMMMMOKIN!" right behind her.

The CMC's watch as she disappear and decide to head home. This night had made them tried. Whoever the mare was she look to be their sisters/idol and their friends in one pony.

* * *

I been watching The Mask movie with Jim Carry and thought I give this a try. Now it wasn't easy to pick who will get the mask, I know Pinkie would be the ideal choice but let face it, Pinkie crazy without the mask. Rainbow might be more of dare-devil with the mask, and not sure about Rarity or AppleJack. I think the two that most likely to the mask is Twilight and Fluttershy. I went with Fluttershy for I know she is very shy and wishes to be like her friends. Fluttershy finding the mask is just how Stanley find it only I change the trash with Cattails. Same with the Gang scene a little. Not all enemies are going to be griffins but buy me time. Fluttershy isn't always going to use the line from The Mask. I will have her do something else once I think of one. Please review.


	2. Chapter 2

**Fluttershy and The Mask**

**Phantom Fan 21: **Here the next chapter. This will be Fluttershy time as she slowly discover what the mask is and go though her second night transform. Also Slaw plan to rob Ponyville bank happens and Fluttershy enters the club for the first time with the mask powers.

* * *

Celestia's sun rose over Fluttershy's cottage and peek though her window. Fluttershy stood up from her bed and yawn. She started to rub the sleep out of her eyes when she notice the rubber feeling she had, was gone. In fact Fluttershy didn't even remember going to bed. She jump out and flew down stairs and look in her mirror. She saw her normal face and the mask sitting on the drawer. She pick it up and smile a little.

"It was a dream.", She said, "It was just a dream."

Fluttershy set the mask down and flew back upstairs and made her bed. She went back down and saw the clock, at first is just glaze at it and move on but jump back to it when she saw the time. Fluttershy thought it was early but saw it was 11:39. She was late for hers and Rarity Spa trip. She flew around panicking, as she try to get things done. Angel hop in and saw Fluttershy rushing though things try to get them done. He knew it was time for Fluttershy and Rarity to meet at the spa and judging from the way she was rushing. She didn't get up until now.

He jump up and stop Fluttershy and pointed out the door. Fluttershy knew what he was trying to say.

"But Angel, I got to feed all the animals. Then get to the spa to meet up with Rarity, I hope she not too upset." Fluttershy said.

Angel just pointed out the door again then pointed to the stuff then himself as he was saying she can go and he'll take care of everything. Fluttershy was surprise at what Angel was telling her. She didn't what to leave this to Angel and she didn't what to keep Rarity waiting. She sign and hug Angel.

"Thank you Angel." She said and flew out the door.

Angel stood there. He just saw Fluttershy fly a high speeds. Normally she does that if she angry, but whatever happen to her last night, it change her some how.

* * *

Fluttershy flew as fast as she could to the Spa not even noticing how fast she was going. She reach the spa at the same time Rarity had ran in to say why she was late. Rarity was shock to see Fluttershy flew in after her, late as well.

"Fluttershy! This is a surprise Darling, Normally you're here first." Rarity said.

"I know, I overslept." Fluttershy said.

Rarity rise an eyebrow. Fluttershy overslept? Rarity knew Fluttershy never oversleeps for anything. Like AppleJack, she up bright and early, But they enjoy their time. Halfway though Rarity told Fluttershy about what happen last night.

"Twilight send the letter to Princess Celestia and she got one back saying that Princess Luna is going in her place to talk to the owner about what they did to you last night." She said.

"Oh?" Fluttershy ask.

"And you wouldn't believe the story Sweetie Belle told last night as well." Rarity said.

Fluttershy rise an eyebrow. Sweetie Belle? She was in her dream last night.

"She told me that she and her friends couldn't sleep and went out looking for their cutie marks again hopping to tried themselves out when they were jump by a group of Griffins. Then out of nowhere, as Sweetie said, a green and black mare appear and did things they know Pinkie would do and then act like it was me and others at the same time when she told them not to go out at night." Rarity said.

Fluttershy eyes widen, it was just like her dream but was it real? She wasn't sure if it was a dream now. Still she said noting. She guess she'll check the mask when she get home. Rarity was a bit surprise that Fluttershy was quiet.

"Fluttershy dear? Are you ok?" She ask her shy friend.

"Uh? oh! Yes, I'm fine." Fluttershy said snapping out of her thoughts.

* * *

Slaw was brought Griff in his office. Griff turn around in his chair and look at Slaw.

"Slaw, Glad you can make it." He said.

"Yeah, Next time, just ask for me. Don't send the deliver boys." Slaw said.

As soon he finish saying that Slaw was push to the ground with on Griffin using his wing feathers like spears. They were the rarest Griffins of all. They were able to use their wings like spears and fire them with new ones to take their place. Slaw stood still knowing he can not dodge those feathers at close range. Griff walk around his desk and stop next to him.

"The royal guards went to the club last night and try to close it down after you threw out a mare that wasn't even inside." He said.

"She cross the rope, Had to get rid of her." Slaw told him.

"The guards said she was one of the Bearers of the Elements. Both Princesses are careful how they treat others but me...I'm not happy. But I'll cut you a break, you got one week to get out of the village after that...Let say the boys are going to be happy to look for you." Griff said before nodding to the two Griffins.

Slaw was let up and he walk away. Bearer of the elements or not, his plan will continue plus he heard one of the Princesses was coming tonight and he need to show her that he was willy to welcome anypony in the club.

* * *

Fluttershy return home and pick up the mask. She couldn't believe that what happen last night was true. The paper even cover what the CMC's saw. Fluttershy couldn't believe it, if the mask did turn her into a new mare then it could it do it again? Fluttershy held the mask to her face and place it on ready for what happen last night. But she did feel anything. She remove the mask wonder what happen. She sign and guess that she must be more tried then she thought. She set the mask down and went on her day.

Night fell and Fluttershy was still awake. Try as she might she just couldn't go to sleep. The mask kept going though her head and Luna going to the Club as well. Fluttershy already walk back down stairs and pick up the mask. She look at it before saying, "No, I won't." and threw it away from her.

But she couldn't help herself. She dove for the mask and place it on. That when Fluttershy discover that it only works at night explaining why it didn't work earlier. Once more she turn into the tornado and became the Green and Black mare again.

"Time for the party at the Club! And make sure Luna has a good time as well." She said smiling.

She then speed into her bathroom and started to clean herself up. She even put on a yellow jacket and a matching hat with a feather. Her new black mane cover one of her eyes as the rest stick down her back.

"OH! Somepony stop me!" She said and flip away from her mirror.

"Uh oh!" She said as she pull out one of the jacket pockets to see a moth fly out.

"Can't make a scene without the green.", She said, "Better make a little stop."

Fluttershy place her hoof on her hat and ran off leave the two behind before they snap right after her, same with the feather that drop off.

* * *

"All right boys remember, we are to get in take the money and get out." A Griffin said to some Diamond Dogs.

They all nod and when to the door to Ponyville Bank. They started to ready when a green and black tornado bust out of the doors with three bits flying in the air when it stop. They watch as a Green mare grab the three bits out of air.

"Sorry boys!" She said, "Want not, waste not. AYIAYIAIY!" And then spin off leaving the group confuse on what just happen.

Then one of Diamond Dogs spotted some night guards running towards them.

"GUARDS!" It shouted and pick up a rock from the ground and threw it as the Griffin fire his feathers.

They were case into the night unaware what crazy night it was going to be.

* * *

Ponies once more crowd the Club wanting to get it but Cliff wasn't letting them. He had Princess Luna and five of the Mane Six in earlier and wasn't letting in anypony that wasn't on the list. Then they all heard a tune play and watch as Fluttershy still wearing the mask walk up to him.

"Um, Are you on the list?" Cliff ask never seeing a green mare before.

"No, But I think my friends are, you might know them.", Fluttershy said before pulling up two bits, "Bit and Bye."

Then she flip them up and a whole bunch drop from the sky casing the Ponies to try and grab them. Fluttershy walk pass and in as the ponies try to get as much as she can. She did that to slip pass the guard noting else.

Inside Club Princess Luna and five of the Mane Six were already in and looking for the owner.

"Ya think the owner trying to hide? We didn't get very good look in this place last time." AppleJack ask.

"He better not! Any pony that throws my friend out is noting more than a big meanie!" Pinkie said still upset about yesterday.

They were about to talk some more when Twilight spotted a green mare dress in a yellow jacket with a matching hat, with a black mane and tail and no cutie mark.

"Hey Rarity, AppleJack. Isn't that the mare your sisters saw?" She ask.

"Huh?" They ask and look.

They saw the mare taking a seat at a table and waited for a waiter.

"Who is that?" Luna ask.

"No clue but she was in the paper." AppleJack said.

They were just about to go over to her when they saw the lights dim and a song started to play. They decide wait until the song was over.

(AN: There won't be any pony for Fluttershy to love so, She will take over the next song like how Pinkie would do.)

After the song was finishes the crowd clap as Luna and the others walk to the mare. But before they got close, the mare stood up and lift her legs and move at high-speeds that left even Rainbow shock. They look around before turning to see the Mare on the stage near a drum player.

"Let's ROCK this joint!" She said and spin the stallion around and his white uniform turn black and had hat.

Then he started plying a tune that pop in his head. Ponies around moving to the beat as it pick up. Then they watch as she jump off the stage and started dancing. They watch in surprise on how well she dance, it look like she be doing it for years. Some ponies cheer as she did even a few pictures were taking. Pinkie jump in and started dancing with the mare who welcome her.

"SMMMMOKIN!" She said.

Upstairs Slaw was waiting for his men to return with the money but he was surprise to see a Diamond Dog enter.

"What are you doing here?" He ask.

"We got trouble." He said before the Griffin was brought in.

Slaw got up and walk over him.

"What happen?" He ask.

"Somepony hit the joint before we did." He said.

Slaw was shock, somepony met that a pony rob the bank with the same idea. He turn and grab the Diamond Dog.

"Who did this?", He ask, "WHO?!"

The Diamond didn't know how to answer but then spotted something.

"Her! There that the pony!" He said pointing out the window.

"That green pony in a yellow jacket?" Slaw ask.

"Yeah!" He said.

"She dead." Slaw said and they left.

Fluttershy then went up to Luna and bow before saying, "Care to dance?"

Luna was shock on what this pony just ask her. She was about to refuse when Fluttershy grab her hoof and pull her in. She started to wave her legs out and they look to be getting longer before she warp them around each other and undid them causing the crowd to gasp. Then for some reason she and Luna dance like they been at it for years. The Crowd watch and cheer as the song come to a close.

"Now that a PARTY!" Fluttershy said before something zoom pass her cutting off a part of her mane.

She look at it missing the part of the black mane turning back to pink. She turn to see Slaw and other Griffins and Diamond Dogs ran up to her.

"Hello! I took me hours to get this done!" She saying remind the rest of Mane Six of Rarity.

Slaw push Luna away and grab her by her jacket.

"OK tinkles toes! I want to know where my money is and I what to know now!" Slaw shouted.

"Money? Oh you mean the bits from the bank?" Fluttershy ask, surprising the others that Slaw forget were there.

"Yes that! Where is it?!" Slaw yell and push her away.

Fluttershy straight out her jacket.

"Ok." She said and remove her hat and replace it with a top-less cap and pull out a machine and stared to type on it.

"OK, you got 567 bits in you safely despots with 5% fee and 57% montage, luckily your live time fee cover it, All together that 1 bit of where your bits are." Fluttershy said.

That confuse everypony. How did she know math and for a second she sounded just like Twilight.

"Ice her!" Slaw shouted as a griffin ready his wings.

Fluttershy place the machine away and threw the cap off. Then she did something that shock all of them. The Griffin fire a feather and Fluttershy bend her body while the rest remain in the spot. She then made her legs grow as she dodge a third one. Soon all the Griffins started to fire and Fluttershy started jumping around. The Six Mares just stood there not believing what they were seeing. To them they got a second Pinkie Pie and she was more crazier then the first. Luna was first to snap out of it.

"HOLD YOUR FEATHERS!" She shouted.

Slaw's eyes widen when he heard the Princess voice. Fluttershy had disappear during the shoot out and her turn to Luna.

"Princess Luna! I hear many thing about you." He said trying to get on her good side.

"YOU DARE TO PUSH DOWN A PRINCESS AND ASK FOR BITS FROM A BANK THAT SOUNDS LIKE YOU JUST ROB IT!" Luna shouted.

"Well, I..." He try to say but was cut off.

"I HEAR BY PLACE YOU UNDER ARREST FOR STEALING AND RUDNESS TO NOT ONLY THEE PRINCESS BUT ALSO FOR RUDNESS OF THEE ELEMENTS OF HARMONY!" Luna shouted again as her guards come rushing in.

"GUARDS TAKE THIS GRIFFIN TO THE CELLS! AND LOOK INTO A BANK ROBBING AT THEE PONYVILLE BANK!" She said and Slaw was carried off.

The others follow but Twilight spotted something on the floor. She pick it up with her magic and knew only one pony with a straight pink mane.

"Fluttershy?" She ask.

* * *

This is where I'm going to stop. I think because I going by the movie, this will properly be around 4-5 chapters long. Now the club scene was different then the movie because Fluttershy doesn't have a love interest and so no first song and the Second song is the same of the movie, But I didn't have time to find the lyrics. Next Chapter Fluttershy learn more about the mask and goes though her third night of Transforming only I will use Cuban Pete in the Guards scene were Fluttershy, as the mask, tries to help the Princesses get out of danger. Once I work on that we'll see how it will go. Please review and sorry if it not as funny as the last chapter or what you thought it might be.


	3. Chapter 3

**Fluttershy and The Mask**

**Phantom Fan 21: **Chapter 3, Fluttershy third of transforming with the mask and Cuban Pete will be added in only a few of the lyrics will be change, not only that Fluttershy friends discover about the mask. Let see how it goes.

* * *

Celestia's Sun rose over Fluttershy's Cottage again. Fluttershy roll in her bed when a knock was heard on her door.

"Fluttershy!" A voice call out.

Fluttershy roll in her bed again and open her eyes to see the mask laying right next to her. It spook so much she fell out of the bed trying to get away from it. She pick herself up and heard the knock again.

"Fluttershy! Are you home?" The same voice said again.

Fluttershy eyes widen, it was Twilight! She had to hide the mask. She grab it and flew down stairs looking for a hiding place. She flew to her closet and open it only to be greeted with tons of bits. She was shock for she remember using the mask to make a huge withdraw. But not the whole bank. Fluttershy started to push the bits back in not wanting Twilight to see them.

She heard the knocking again and said, "I'll be right there!"

The knocking stop and Fluttershy push all the bits back inside and threw the mask in before closing the closet door then flying and about her front door to let Twilight in.

"Morning Twilight." Fluttershy said trying to act normal.

"Morning? Fluttershy it 1 in the after-noon." Twilight said.

Fluttershy yawn to cover her surprise. She got to start taking off the mask earlier so she can get some sleep.

"Really? Well, what brings you here?" Fluttershy ask.

"Where were you last night?" Twilight ask.

"Here, mostly. Why?" Fluttershy answer then ask.

Well, last night me and the girls went with Princess Luna to the club and we saw the Green Mare." Twilight said.

"Green Mare?" Fluttershy ask.

"Yeah for some reason she act just like all six of us and even as Luna to dance with her." Twilight said.

"Really?" Fluttershy ask surprise.

"Yeah, she then disappear after the owner Slaw was arrested. Luna let him go when we discover he was the one not behind the Bank Robbing and claim that she stole from it." Twilight said.

Fluttershy couldn't stop her eyes from widen in shock. She did steal but she didn't mean to. She just wanted to get in the club. She very much wanted to return all the bits but was afraid that she might be arrested.

"Princess Celestia and Luna what to met the Green Mare but something tells me you know her." Twilight said again.

"What make you think that?" Fluttershy ask.

Twilight held up a piece of her mane and said, "During that night I fond some of your mane at the club and believe that you know her some how."

"Um...", Fluttershy was lost, but quickly thought of something, "She an old friend of mine."

"An old friend?" Twilight ask.

"Yes, we were fillies when we met and she move away before I went to Training Flying Camp and I never heard about her until a few nights ago." Fluttershy said.

She didn't like lying but she didn't want her friends to think she was weird and a stealer.

"Well you think you can have her come and met the Princesses?" Twilight ask confuse about the story she was told.

"I'll work something out, how about tonight at the Castle?" Fluttershy said then ask.

"I'm sure Celestia would stay up to met her." Twilight said.

Fluttershy nods and said, "Well, I'll write a note to her telling her that the Princesses want met tonight."

"Sure, I'm going to look into the bank robbing. I'm sure the Green Mare had a reason for it. She looks harmless." Twilight said before waving and leaving.

Fluttershy wave back and shut the door. Once she did, she zoom back to her closet and grab the mask. The Princesses wanted to met her? And she said yes and made it tonight?! What was she thinking? Acting fast she grab her saddlebags, place the mask in and rush after Twilight. Maybe she can help Twilight see the green mare was a friend and doesn't mean trouble. She only hope she will understand.

* * *

Twilight made it to the bank when Fluttershy rush in move as fast Rainbow. She couldn't stop in time and crash into a pile of papers she mush have made last night. The other walk up and Rainbow turn to Twilight.

"Who was that?" She ask.

Before she could answer, Fluttershy pop out of the pile and dizzily walk up to her friends. She shook it off when Rarity spoke up.

"Fluttershy? Since when did you move as fast as Rainbow?" She ask.

"Move as fast as Rainbow? What do you mean?" Fluttershy ask.

"Fluttershy, you just zoom right pass me and crash into those papers and you never notice how fast you went?" Twilight said each for them with surprise looks on their faces.

"Um.." Fluttershy try to think of something. She never did notice her flying was fast.

"Never mind. You send the note to your friend already?" Twilight said then ask.

"Yes, she will be there tonight." Fluttershy said.

"Friend? What friend?" Pinkie ask.

"Fluttershy is friends with the green mare and she say that she could do something for the Princesses and her to met up." Twilight explain.

"Hey Fluttershy! Nice crash!" A Pegasus call out.

"Yeah for some so shy she's easy meek!" Another said and they laugh.

What happen next took all of the by surprise.

"Now you listen here! I may be shy but I have lots of kindness! If you think I'm going to stand and take your witty remarks, then you thought wrong! Now leave before I really get mad!" Fluttershy shouted at them.

The two pegasus back off and leave. Once they did, Fluttershy floated there in shock. She hasn't done that since she took Iron Will's lessons.

"Wow Fluttershy! That was awesome!" Rainbow said flying up to her stun friend.

"Fluttershy when did ya start sticking up for yourself?" AppleJack ask.

"I don't know, I haven't been myself lately." Fluttershy admitted.

"Hm, why do you go home and get some rest, after all you look really tried." Twilight said.

Fluttershy thought that was a good idea. Maybe a nap is what she needs before meeting the Princesses as her mask form will help her out. Fluttershy nods and flew back home, this time slower.

* * *

After looking over the bank, Twilight return home to look over the mask Fluttershy had when she pull out of the river. She also fond it strange that the green mare appear on the same night after Fluttershy went home with the mask. She should have ask for it, She thought about sending a letter to the princess but wanted to look for some info first. Spike walk in carrying a few books for her and set them down.

"So, Twilight, What with all this books? Princess Celestia having you do a test?" Spike ask.

"No Spike. You see two nights ago me and the others fond Fluttershy in the river after she got throw out of the club and she had a mask with her." Twilight said.

"What so importing about a mask?" Spike ask.

"Well, the same night the green mare appear and I believe she and Fluttershy are closer then I think." Twilight said setting one book back down before looking though another.

"Yeah I heard about that mare but was does the mask look like?" Spike said then ask.

"Well it was green and look to be made out of wooden with a metal bar and some bots in between the eyes." Twilight said.

"You mean like this?" Spike ask holding up a book with the mask Fluttershy had.

Twilight gasp and took the book out of his claws and started to read about it. Spike land on the floor and shook the dust off him when he got up. Then heard Twilight gasp even more.

"What wrong Twilight?" Spike ask.

"Spike listen to this, A powerful mask was created long ago to try to imprison a god being name Loki the god of Mischief but only Loki power was seal inside the mask. Loki was powerless without his powers and was banish from his home. The mask was declared to dangerous and had to be destroyed but Orin had the mask lock away so nopony could find it. It said whoever wears the mask will grain Loki powers and have the power to do what they want." Twilight said.

"So?" Spike ask.

"So Fluttershy has a mask from this legend and she could hurt somepony because of the power of a god inside the mask." Twilight said.

"But what does it have to do with the green mare?" Spike ask again.

"I believe that the green mare is part of the mask and I'm started to think that the green mare and Fluttershy are the same pony!" Twilight said.

This time Spike caught on.

"Then that means Fluttershy was the one to help the CMC's and rob the bank?!" He said.

"It not her fault, the mask must have made her that way. If Fluttershy keeps using the mask too much it could really hurt some pony." Twilight said.

"You think we should tell the princesses?" Spike ask.

"Well tell them when we get to Canerlot because Fluttershy said she'll met them there tonight! The mask must only work at night." Twilight said and got ready to head to Canerlot.

After all she spend all day trying to find about the mask Fluttershy had, unknowing she was being eardrop by a griffin who heard everything.

* * *

Night had falling and Fluttershy was at the castle. She walk around waited until the night did rise from Princess Luna magic. She sat down and open her saddlebag. Inside was the mask and Fluttershy was thinking about putting it on.

"No, no, This is crazy!" She said and close her bag.

She was about to leave when she ran into Princess Celestia and Luna.

"Fluttershy! What are you doing here?" Luna ask.

"Oh, I heard that you wanted to met my friend and I just come to make sure you met up all right." Fluttershy said.

"You know the green mare?" Luna ask.

Fluttershy nods.

"That is very thoughtful of you Fluttershy, but when is she coming? I heard from Pinkie that you send her note about coming to visit." Celestia said.

"Pinkie told you?" Fluttershy repeated.

"Yes, your friends, minus Twilight, are here to talk to the green mare as well." Celestia said.

"I see." Fluttershy said before looking at her saddlebag.

"Is something wrong Lady Fluttershy?" Luna ask.

"Oh no, noting.", Fluttershy said, "Well my friend could be here any second and I better go."

Fluttershy turn and flew off. Celestia spotted Fluttershy reach into her saddlebag and pull out what look to be a green wooden mask before she disappear around the corner.

"Fluttershy!" Luna call out and was about to go after her before hearing a tornado and see a green and black one come out of the same corner Fluttershy went to.

Fluttershy stop in front of the Princesses wearing a dress that rivals Rarity's style.

"Hello Princesses." She said and bow.

"You are the green mare we been hearing about?" Celestia ask.

"That me! but really 'The Green Mare'? I heard better." Fluttershy said making the name appear above her head.

Both Princesses was a little weird out on how the mare made the name 'The Green Mare' appear above her head. They knew Pinkie can do weird stuff but this mare took it to a whole new level.

"So where the party?" Fluttershy ask appear right behind them and place her hooves around their necks.

That weird out the Princesses even more. But the remain calm.

"Follow us, we will take you there." Celestia said and watch as Fluttershy boucle behind them.

* * *

Deep in the dungeons, Slaw sat in his cell, he was clear of robbing the bank but he was still stuck inside.

"Hey boss!" Came a whisper.

Slaw stood up and saw Cliff at his door.

"Well, Cliff? What you fond out about that green mare?" Slaw ask.

"You won't believe it, but it turn out that mare you had me threw out two nights ago, is the green mare that hit the bank before we did." Cliff said.

"Is that so?" Slaw ask.

"Yeah and I made a discover about something you might what to hear." Cliff said.

"What that?" Slaw ask.

"Ever heard of a god name Loki?" Cliff ask.

* * *

Fluttershy and the Princesses walk to the throne room where Fluttershy friends were waiting for her.

"So, I take it a welcome party." Fluttershy said as the stop by the door.

"Yes, Pinkie will throw parties for anypony." Luna said.

"Also we must ask, why did you steal from the Ponyville bank?" Celestia ask.

This caught Fluttershy off-guard. For a spit second she look like her normal self before kneeing and putting her hooves together and give them the biggest puppy eyes she could.

"Oh forgive me, I want to go to the Club but I had no bits. I didn't mean to steal from the bank but it was night and I wanted to go but I plan on returning them but I'm afraid to be seen as a thief instead of a pony trying to fit in-in-in-in." She said, crying at that the end.

Celestia look at the mare and could see the truth in her eyes. In fact when she look close she saw Fluttershy eyes as well.

"I understand. But tomorrow, you must return the bits back to the bank and never do this again." She said.

Fluttershy jump up and said, "Cross my heart, hope to fly. Stick a cupcake in my eye."

"Good now it time to hear more about you." Luna said and they walk in.

No soon then they did, they saw all the castle guards there and pointed their spears at Fluttershy.

"Hold it right there!" One said.

What happen next scare all of them. When Fluttershy scream in surprise, her skull pop out of her head and her eyes and tongue pop out of her skull before all them went back to her face. The guards recover and kept their spears at Fluttershy.

"You're coming with us!" One guard said.

Before the Princesses could fix this misunderstanding Fluttershy come up with a wild idea. She jump forward and said. "Hit it! Then some how lights turn on and one shine on Fluttershy. This time Fluttershy was wearing a black hat that cover her mane and a blue shirt with a red scarf. The some music started playing from nowhere and started dancing before singing.

**They call me Cuban Neat. I'm the queen of the rhumba beat.**  
** When I play the maracas I go chick-chicky-boom, chick-chicky boom**  
** Yes sir, I'm Cuban Neat. I'm the craze of my native street.**  
** When I start to dance, everything goes chick-chicky-boom, chick-chicky boom**

**The seniors they sing and they swing with their sombreros,**  
** It's very nice, so full of spice.**  
** And when they dance in they bring a happy ring,**  
** El maraquero singin' a song, all the day long.**

As Fluttershy sing and dance the rest of the Mane Six, minus Twilight who still didn't arrive, push though and saw Fluttershy.

**So if you like the beat, take a lesson from Cuban Neat**  
** And I'll teach you to chick-chicky-boom, chick-chicky-boom.**

Fluttershy walk up to one of the guards and wave her hooves at him. Then as if he was giving the gift he started to sing.

**She's really a modest girl, although she's the hottest girl**  
** In Havana, in Havana.**

Fluttershy pop out from behind him and place her hooves on his shoulder before taking the lean again.

**Si, senior I know that you would like to chicky-boom-chick**  
** It's very nice, so full of spice.**  
**If place your hoof on my hip, and if you will just give me your hoof**  
** Then we shall try - just you and I. Aye-aye-aye!**

The Princesses and the Mane Six watch as he guards started to dance and sing along with Fluttershy.

**So if you like the beat, take a lesson from Cuban Neat  
**** And I'll teach you chick-chicky-boom, chick-chicky-boom, chick-chicky-boom**

Then all the guards but one stood in a line and started to dance shouted 'Hey!' every few times. Pinkie even join in. After doing that for a while the started to dance a lot differently then before with Fluttershy saying few words they couldn't make out, Until the end.

**Shake Your Booty, Daddy, Wow! **  
** See ya!**

After Fluttershy said that she ran off with the only guard snapping the other out of their time.

"Snap out of it! She getting away! Come on!" He shouted.

The Princess and the rest of the Mane Six follow after them hoping to stop this before it got out of hoof.

Fluttershy pop out of the corner and look around.

"Ayi-I-I-I!" She said before moving away, running into another guard.

"What the...?" He said.

"Hello nurse!" Fluttershy said, kissing him and ran off.

Fluttershy ran down the hall of the castle and hind behind a pillar. She threw off her hat and reach for the back of her head and started to take the mask off, The Princesses and the rest of the Mane Six was able to find another way and saw what the mare was doing. They watch as the green fur coat turn yellow and her blue shirt disappear. They saw the black mane turn pink and what was left of the green turn into a wooden mask as her face try to stay with it but soon the mask of was off and they saw who the green mare really was.

"Fluttershy?!" The Mane Six nearly shouted.

Celestia and Luna was just as surprise. How did Fluttershy come across an item like that? Before they could even try to understand it Twilight appear and call out to Fluttershy.

"FLUTTERSHY!" She yell have her turn to them.

"Come on Fluttershy! We need to go somewhere to talk! I know about the mask!" Twilight said surprising them.

Seeing that Twilight knew she quickly ran over to her and Twilight teleport them away.

"What just happen?" Rainbow ask.

"For once, we don't know Rainbow Dash." Celestia said.

* * *

Inside Twilight's home, Twilight told Fluttershy about the mask and where it come from.

"A god? This mask has powers of a god?" Fluttershy ask.

"Yes, Loki the god of mischief. But Fluttershy why? Why are you wearing the mask every night?" Twilight said then ask.

"I...I don't know.", Fluttershy said, "Every time I put on the mask I feel like a new mare. Like I can do anything, be anything."

"Fluttershy you don't have to wear a mask to be somepony. You are yourself mask or no mask." Twilight said hugging her friend.

"Guess I got to tell the others huh?" Fluttershy said.

"I think they saw you take the mask off so you just got to explain." Twilight said.

Fluttershy nods before Twilight was jump by a Diamond Dog and was pin to the ground. Fluttershy saw what happen and reach for the mask hoping she can use it to save Twilight, but a Griffin appear and pull Fluttershy away as more Diamond Dogs and Griffins show up. Fluttershy watch as another Griffin pick up the mask. Fluttershy remember him from the mask eyes. He was owner of the Colt Filly Club.

"So this mask has powers of a god." Slaw said looking it over.

"What? How you know that?" Twilight said trying to push the Diamond Dogs off her.

Slaw turn and said, "I have to thank you for that. You see I had a spy trying to find every thing about your green friend and I must say I didn't expect your friend to have amaze powers though she waste it with little things when it can be use for more."

"What?" Twilight ask as Fluttershy stood frozen in shock.

Slaw turn to Fluttershy and knee down to her.

"So, Fluttershy. How does this work?" He ask her.

Fluttershy didn't say anything because she was still scare. When a Griffin grab her neck, she talk.

"I don't know. You just...put it on." Fluttershy said out of fear.

Slaw stood up and look at the mask. Like the time Fluttershy fond it, glow like it was asking to be worn. Slaw slowly lift to his face as a thundercloud appear above him. Once Slaw put the mask on his face the thundercloud cover him and everyone cover their eyes. When they open their eyes that saw Slaw with the mask in his face. Unlike Fluttershy, who turns in a green mare with a black mane and tail and no cutie mark, Slaw became bigger and bulker his wing were now metal and his claws were as sharp as knifes. His face was cover in the green from the mask and his eye glow red.

"What a rush." He said his voice sounding different the before.

"Boss, you ok?" One Diamond Dog ask.

"Never better!" He said.

"What about them?" Cliff pointed to Fluttershy and Twilight.

"Well, first I want to know where my money is then I have a nice trip for you two in a dungeon cell." He said laughing.

Fluttershy couldn't believe it. She should never had brought the mask with her and just explain what was going on. Fluttershy lay her head down and cry. This was her fault.

* * *

Well that not good! Not only I change the Lyrics of Cuban Pete, which by the way I ask for some to send me a better one of you don't like this one, but I remove the park scene beginning for two reason. One, Fluttershy doesn't have a love interest and two, while I like the scene where the picture of the cop wife in it, I decide not to added it in. Next chapter Slaw put his plan into action with the mask and Fluttershy explain to all her friends why she wearing the mask. Then the Club scene from the movie and yes I'll have Fluttershy fight Slaw without the mask on both of them because some else will wear the mask once Slaw remove it. Who? Feel free to guess. There are 8 guesses and the first seven don't count.


	4. Chapter 4

**Fluttershy and The Mask**

**Phantom Fan 21: **Next Chapter, I believe this will be the last chapter of this story. This is were Slaw using the mask to get what he wants before getting trick to take it off and he and Fluttershy fights before she get it back. Well, here we go.

* * *

Two Griffins kick Fluttershy door open and walk inside. All the animals there ran off and hid when they step in.

"For a pony that rob a bank she sure has a lot of animals to care." One said.

Another Griffin open Fluttershy Closet and saw the bits.

"Looks like she wasn't lying." He said as the other griffin walk up.

After a few minutes they exit and walk up to two Diamond Dogs holding Twilight and Fluttershy tie and gagged. They walk up to Slaw who was still wearing the mask.

"We got the money." They said.

"Good, now to take my plan to the next level." He said before he notice the sun rise.

As soon as the sun rose the Mask fell off his face.

Twilight was able to get the gag off and said, "The mask has one weakness Slaw, it doesn't work during the day time."

Slaw pick it up and said, "Maybe so but once night falls again I will be wearing it."

Twilight was gag again and two Diamond Dogs pick them up.

"Put them in the same Dungeon I was in. Can't have them escape and warning the Princesses about my plan." He said.

* * *

Later, the rest of the Mane Six reach Twilight's house hoping to get some answer about Fluttershy and even Celestia and Luna came along. But once they got there all they saw was Spike tie up. Rarity act by untie him and ask, "Spike, what happen?"

"Well I was busy helping Twilight and Fluttershy talk about what Twilight learn when a Diamond Dog jump me. I saw some griffins grab Twilight and Fluttershy and Slaw was here too." He said.

"Slaw? But he was in the dungeon." Luna said.

"He must have got out and told them he knew about the mask Fluttershy was wearing and ask how it works. After that he place it on and became a new Griffin." Spike said.

"What is about that mask Fluttershy had that Slaw wanted it?" Rainbow ask.

Spike ran over to a self and pull out the book he give Twilight and open to page that had the mask and give it to Celestia.

"A Power of a God?" She ask.

"Yes, Loki the God of Mischief." Spike said.

"God of Mischief?" Luna ask.

"Wait, you two never heard about him?" Spike ask.

"No Spike, we have not." Celestia said.

"So the mask?" Rainbow ask.

"It just have Loki power inside it. It only shows if the one wearing it and it only works at night." Spike said.

"So Luna's magic help it and Celestia's magic weaken it?" Rainbow ask.

"Well, that one way to put it." AppleJack said.

"Where are they now?" Pinkie ask.

"I heard they went to Fluttershy's house to get the bits she stole from the bank." Spike said.

The Rest of the Mane Six had look surprise faces when the crow Spike.

"WHAT?!" They shouted.

"Do relax, Fluttershy had told us to she didn't mean to and was planning on return them." Celestia said.

The rest turn to them.

"Fluttershy told us while wearing the mask. She even promise not to do it again." Luna said.

"By now they might already be gone before we get there." Rainbow said.

"There got to be somewhere they take them." Rarity said thinking.

Then it hit them.

"THE DUNGEON!" They all shouted.

* * *

Twilight was able to undo the ropes on both her and Fluttershy after they were thrown in the dungeons. Fluttershy sat in a corner signing.

"I should have never fond that mask. It done not but case me trouble." She said.

"Fluttershy, you didn't know what the mask was, you couldn't have known this will happen." Twilight said.

"I just wanted to be like the rest of you. And the mask seems to make that wish come true. But now it can make anypony wish come true." Fluttershy said.

"You wanted to be like the rest of us?" Twilight ask.

"I wish that I wasn't a shy pony and that mask must have grant the wish. But I lose control of myself. That mask...it just make me a new mare." Fluttershy said.

"Fluttershy you don't have to like us. Being yourself is all that you need. Plus I'm sure the Princesses will understand." Twilight said.

"And we already do." Celestia voice spoke up.

The two turn and saw the dungeon door open with the two Diamond Dogs that was guarding was knock out and tie by AppleJack. The rest of the Mane Six ran and hug Twilight and Fluttershy. Fluttershy was happy to see them.

"So is it true? You use the mask to be that green mare?" Rainbow ask.

"Yes, now we got to stop Slaw. I don't know what he going to do with it but, Luna you need not to rise the night." Fluttershy said then turn to the Night Princess.

"I'm sorry Lady Fluttershy, but I can't do that." Luna said.

"What? Why not?" Fluttershy ask.

"If I don't let Celestia lower the sun, some ponies might think Celestia will be upset like I was." Luna explain.

Fluttershy sign in understanding. The was only one way to stop him. And that was getting the mask away from him.

"We need to get the mask from him." Fluttershy said.

"I think I got something." Twilight said and they group together.

* * *

Slaw and his men met up in an ally to go over their plan.

"So you understand what needs to be done?" Slaw said.

"Yes sir and thank you for letting us have the day off but we will be here tonight." One of the Griffin said.

"Yes, I what you all ready for the plan tonight. With this mask I will not just ran the club, but this whole village as well." Slaw said.

The rest nods and went their own ways. Slaw look at the mask and smile.

"You waste the power on silly stuff, but now I can use it to get want I want." Slaw said and walk away.

* * *

Later that night The Princesses went to the Club with all but Fluttershy. Once inside they was greeted by Griff.

"Ah! Princesses Celestia and Luna! Welcome! I must say I never thought you two will be coming tonight." He said bowing to them.

"I have heard about this place but only my sister been in here." Celestia said.

"We are looking for Slaw. He had escape from his cell and must be planning on something." Luna said.

That got Griff by surprise.

"Slaw got himself arrested? How?" He ask.

"For trying to rob Ponyville Bank and rudeness to my sister." Celestia said.

"And rudeness to our friend Fluttershy." Pinkie added.

"I see, I haven't seen him yet but once I do I'll let you know." Griff said and bow.

The group sat at a table and started to talk about Twilight's plan.

"You sure this is going to work Twi?" AppleJack ask.

"Yes, I had Fluttershy hide inside the club earlier so went Slaw comes she can get the mask away from him." Twilight said.

"And if the plan fails?" Rainbow ask.

Before Twilight could answer, the doors was knock off their hangers as Slaw and his men step in, Slaw wearing the mask.

"Who are you?!" Griff ask.

"I'm just a Griffin who comes for his back pay, or so I say PAYBACK!" Slaw shouted.

"Slaw?!" Griff ask confuse.

"KILL HIM!" Slaw order and a crossfire of two Griffin groups happen.

Celestia and Luna quickly put shields around the bystanders as the fight happen. After a few second Slaw order them to stop. Griff got up and saw his men were down and only one or two of Slaw was down. He stood up and ready his wings.

"Come on." Slaw challenge him.

Griff fight his feather into Slaw for a few rounds before stopping. Slaw had the feathers on his body before sucking them in. He then open his metal wings and fire back killing Griff. Slaw smile and laugh.

"Ponies of Ponyville! I'll be your host for the remainder of the evening." He said as ponies crower in fear.

Meanwhile, Fluttershy was having a little trouble seeking in. She thought she could do better if she had the mask but she doesn't.

_'You don't need the mask Fluttershy, you just need yourself.' _She thought and slip though the back door.

Back inside, Twilight had her next part of her plan spring into action. She ran up to Slaw and smile.

"So that your plan? Taking over a Club you already own?" She said.

Slaw turn in surprise on seeing Twilight.

"You! I should got rid of you instead of locking you and that stupid pegasus up." Slaw said.

"Yeah should have thought ahead." Twilight said as the rest of her friends and the princesses step up.

"Slaw, we know about the mask you're wearing. It dangerous, if you keep using it you will forget who you really are." Celestia said.

"HAHAHA! You think so? This mask is what I need to rule this village but I may even go farer then that." Slaw said.

"Not while we're here!" Rainbow said as the group ready themselves to fight.

"HAHAHA! Cute, but you won't stop me. Because I brought a parting gift for you." Slaw said.

The Mane Six was jump by Diamond Dogs and the Princesses were grab by Griffins. They were soon tied up on a fake tree and even block up Twilight's, Rarity's, Celestia's, and Luna's horns. Whiling that was happen. Fluttershy got inside and saw one of the griffins close by. She whistle and the Griffin walk up to her. She quickly knock him out and move in closer. She watch as Slaw pull out a bomb and set it next to her friends.

"This is my parting gift, of course I don't have all of you." Slaw said before having his claw reach out and grab Fluttershy.

That surprise Twilight. She was hoping that Fluttershy could get closer and pull the mask off but that part fail.

"So what?!", Rainbow said, "You have lackeys do your work and you can't even do it without that mask."

"What?" Slaw ask.

"Face it, without that mask your noting!" Rainbow said.

"You dare..." Slaw started to say.

"Of course we dare! Fluttershy use the mask because she had no idea what it could do and I must say, she uses the mask better than you even without wearing it." Rarity said catching on what Rainbow was doing.

"You say I'm noting without this mask?" Slaw ask angrily.

"Yeah that what we are saying!" Pinkie said smiling.

Slaw drop Fluttershy and grow.

"You buffing!" He said.

"Prove it." Twilight said.

Slaw grow and reach behind the mask and pull it off. While he was doing that Twilight got her hoof free and waited.

Once the mask was off Slaw walk up and said, "I will show you I'm noting."

"Yeah, without the mask!" Twilight said and kick it out of his claw.

Slaw watch as the mask flew though the air and Griffin try to grab it. Then to their surprise, all of them even the princesses, Spike jump up and grab the mask.

"Spike?!" The girls shouted.

Spike held up the mask smiling. But it fade when he saw the griffins surround him.

"Spike run!" Fluttershy told him and he did.

Fluttershy turn back to see that the bomb was lit and she had a few minutes before it blows. She quickly flew up and started to untie them. But she was grab by Slaw and punch away from her friends. Spike ran and jump over the Griffins, before he was grab by Cliff.

"Going somewhere?" He said trying to take the mask out of Spike claws.

They fought over it until the mask slap on Spike's faces and started to spin just like Fluttershy. Slaw was able to knock Fluttershy on the ground and got in top of her ready to punch her.

"You're noting without the mask." He said.

"I don't need the mask to stop you!" Fluttershy yell and punch him away.

Fluttershy stood up and charge at him knocking him into a table and started punching him over and over again. She lost kindness, this griffin hurt her friends and is trying to kill them. That was something she wasn't going to let happen. Meanwhile Spike finally spinning and turn to Cliff. Spike was now taller and his face was green from the mask.

"So you think because I'm a baby dragon I'm easy to pick on?" He asked with his new sharp teeth showing.

Cliff back away from Spike. He knew what the mask did to Fluttershy and Slaw, but had no clue what it did to Spike. Spike took a deep breath and blew his green fire that cover Cliff. Once the fire was gone, Cliff was still standing but all his feathers were burned off. In fact he look more like a chicken than a Griffin. The Ponies that saw it laugh and Cliff look at himself then ran away.

"Wow he more chicken then a griffin!", Spike laugh, "And now to save my sweet, sweet Rarity."

Fluttershy was still punching Slaw before she got tried and stop. Slaw took that time to punch Fluttershy off him them threw her into another table. He then reach down and grab Fluttershy by her mane. Fluttershy couldn't stop her tears from coming when her head was yank back.

"You are the most weak and meek pony I ever seen. Tell me, why are you one of the Elements?" Slaw said.

"Because, I show great kindness to my friends and I stand for what right! I don't need the mask to be somepony I want to be!" Fluttershy shouted before turning around and punch Slaw as hard as she could.

Slaw was knock in another table and was knocked out. Fluttershy smile, she did it. Without the mask, she did it. She was all of her friends in one without the mask. She turn and saw Spike run up to her.

"Hey Fluttershy, do you got any great tips on how to impress Rarity?" Spike ask.

"Yeah, by taking off your mask and be yourself." Fluttershy said before knee down and taking the mask off.

Spike was dizzy it was pull off before being hug by Fluttershy. Spike hug back before seeing some of Slaw men run up from behind them.

"Fluttershy look out!" He shouted and dove to the ground.

Fluttershy duck as a feather went over her head and another knock the mask out of her hoof. She turn and saw the mask go behind the counter and went after it. Fluttershy dove over it as the Griffins fire feather after feather until they stop. Everypony watch and waited, hoping Fluttershy would come out. After a few second a green and black mare hop over and sat on the counter. The rest of the Mane Six smile. Fluttershy was able to put the mask on and survive the attack.

"Did ya miss me?" Fluttershy ask.

All Ponies stood in shock to see the same green mare that was in the papers was here in the club. Fluttershy pick up a nearby drink and drink it. They watch as the drink pour out of small hole on Fluttershy, which weird all of them out.

Fluttershy saw what happen and said, "I guess not!"

She jump down and watch as the Griffins ready their wings again. Fluttershy just look at them with a look showing she wasn't joking around any more.

"Now you just got to ask yourselves one question, 'Do I feel lucky'?" She said before rising her own wings with 12 more, "Do ya, punks?"

The Griffin lower their wing and ran. Fluttershy flap all her wings and feathers drop out and floated to the ground. Fluttershy laugh and flap her wings a few times before closing them going back down to her normal wings.

Twilight roll her eyes before she remember about the bomb. She turn and saw it had a few second left before it explodes!

"FLUTTERSHY!" She shouted.

Fluttershy turn and move really fast and pick up the bomb. Before Twilight could tell her to get rid of it, Fluttershy ATE the bomb. Once she shallow it and pat her belly the bomb explode and she almost launch forward. Fluttershy panted a little with some smoke coming out her mouth. The rest just look at her. Like with Pinkie they decide to not try to figure out how she did that with the mask.

Fluttershy bleach and let out a small fire and said, "That one spicy pepper!"

Fluttershy flip to the side of the others and untie them. Slaw recovers and ready his claws. Spike spotted him and said, "Fluttershy, watch out!"

Fluttershy turn to Spike then to Slaw then finally to the readers.

"This guy is incurably." She said.

She pull out some paint and painted a handle that said 'Cage drop'. Once Slaw was close she pull the handle and not only a cage drop on him but a trap door open to. Casing him to fall and be trap from above and below.

"You were good kid, real good, but as long I'm around you always be second best, see?" Fluttershy said smiling before turn to her friends.

She turn away from them and reach to the back of her head. She pull the mask off and all the green turn back to yellow and her black mane turn back to pink. Fluttershy lower the mask and smile. This was one wild adventure she had and a great lesson she learn.

* * *

_Dear Princess Celestia, I learn a great lesson these past few days,_

We see Fluttershy and her friend walk over to a river with Fluttershy carrying a box that was lock up. Inside the was the mask she fond four nights ago.

_I learn that we don't need a mask to be like others. We just had to be ourselves._

Fluttershy turn to her friends and smile. The smile back before Fluttershy threw the box into the river and it sank.

_While I wear a mask, I learn that being like your friends doesn't make you who you are but what you what to be. In fact I learn that being yourself is all that you need. Hope you understand that too._

"You sure you're not going to miss that mask?" Rainbow ask.

"I'm sure, sorry for not telling you girls. I really had no clue about the mask." Fluttershy said.

"Don't worry Fluttershy. Even if you kept that mask, it might cause some trouble but you made it fun." Pinkie said.

Fluttershy smile. She did turn to trouble and made fun out of it. She look over the river watching the water sparkle over the sun.

"Fluttershy, you were awesome with and with the mask." Rainbow said.

"Thanks Rainbow." Fluttershy smile.

"Luckily everypony understand that the bits were stolen was return that Fluttershy didn't mean to steal and Slaw is getting a life in prison." Rarity said.

"Yeah, but enough about the mask. Let say we go home?" Twilight said.

"Sure thing Twi." AppleJack agree.

The Mane Six started to walk off when Pinkie hop up to Fluttershy.

"So Fluttershy, while you were wearing the mask. How much fun did you have?" Pinkie ask.

"Pinkie..." The rest groan.

Fluttershy smile.

"Let it say it was SMMMMMMOKIN'!" She said and everypony laugh.

* * *

That it! This was the last chapter. I change the ending because Fluttershy never kills with the mask on and Slaw and his men were arrested. And no I'm not doing Son of the Mask. I base the ending of the old seasons of MLP and the movie with a little different scene. Tell me what you think. Later!


End file.
